Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX and the Parent, jointly and severally, agree that:
(a) Any suit, action or proceeding against the Company, STX or the Parent arising out of or relating to this Indenture and the Notes may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Company, STX and the Parent irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company, STX and the Parent irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX or the Parent and may be enforced in any court to the jurisdiction of which the Company, STX or the Parent is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX or the Parent in the manner provided by this Section 11.14.
(b) The Company, STX and the Parent has appointed Seagate Technology (US) Holdings, Inc., located at 00000 Xxxx Xxxx, Xxxxxxx, XX 00000, Attn: Chief Legal Officer as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Indenture or the transactions contemplated herein which may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. has accepted such appointment and has agreed to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company, STX and the Parent. Notwithstanding the foregoing, any action involving the Company, STX or the Parent arising out of or relating to this Indenture, the Notes and the Registration Rights...
Consent to Jurisdiction; Appointment of Agent for Service of Process. (a) The Company and the Subsidiary Guarantors, by the execution and delivery of this Agreement, irrevocably agree that service of process may be made upon CT Corporation Services ("CT Corporation"), with offices at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or its successors as agent for service of process), in the County, City and State of New York, United States of America, in any suit or proceeding against the Company or the Subsidiary Guarantors instituted by any Holder entitled to indemnification or contribution under Sections 6 or 7 hereunder, based on or arising under this Agreement and the transactions contemplated hereby in any federal or state court in the State of New York, County of New York, and each of the Company, the Subsidiary Guarantors and the Initial Purchasers hereby irrevocably consents and submits to the jurisdiction of any such court and to the courts of its own corporate domicile in respect of actions brought against it as a defendant generally and unconditionally in respect of any such suit or proceeding.
(b) Each of the Company and the Subsidiary Guarantors further, by the execution and delivery of this Agreement, irrevocably designates, appoints and empowers CT Corporation, with offices at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and authorized agent to receive for and on its behalf service (i) of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against the Company or such Subsidiary Guarantor, as the case may be, with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and the transactions contemplated hereby and (ii) that may be made on such designee, appointee and authorized agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation as such authorized agent shall become effective immediately without any further action on the part of the Company or such Subsidiary Guarantor, as the case may be. Each of the Company and the Subsidiary Guarantors represents to each Initial Purchaser that it has notified CT Corporation of such designation and appointment and that CT Corporation has accepted the same, and that CT Corporation has been paid its full fee for such designation, appointment and related services through the date that is eight years from the date of this Agre...
Consent to Jurisdiction; Appointment of Agent for Service of Process. The choice of law provisions set forth in this Agreement and the Deposit Agreement will be recognized by Chilean courts; the Company has the legal capacity to xxx and be sued in its own name under the laws of Chile; the irrevocable submission of the Company to the non-exclusive jurisdiction of the State and Federal courts in the Borough of Manhattan, the City of New York, New York (“New York Court”), the waiver by the Company of any objection to the venue of a proceeding in a New York Court and the agreement of the Company that this Agreement and the Deposit Agreement shall be construed in accordance with and governed by the internal laws of the State of New York are legal, valid and binding under the laws of Chile and will be respected by the Chilean courts; and the service of process effected in the manner set forth in this Agreement and the Deposit Agreement, as applicable, provided personal service of process is made and assuming its validity under New York law, will be effective, insofar as Chilean law is concerned, to confer valid personal jurisdiction over the Company. The provisions in this Agreement and the Deposit Agreement as to the choice of New York Law as the governing law thereof and the provisions thereof as to (i) the submission by the Company to the non-exclusive jurisdiction of the New York Court, and (ii) the manner of effecting service of process as set forth therein, are valid, binding and enforceable under the laws of Chile. If a final and conclusive judgment for the payment of money is rendered by such courts outside Chile against the Company in respect of this Agreement or the Deposit Agreement, such judgment will be recognized in the courts of Chile and such courts would, subject to a review of the judgment in order to ascertain whether certain basic principles of due process and public policy have been complied with, grant or fail to grant, under the following circumstances, a judgment which would be enforceable against the Company in Chile. That is (A) if there is a treaty between Chile and the country where the judgment was rendered with respect to the enforcement of foreign judgments, the provisions of said treaty shall be applied, (B) if there shall be no treaty, the judgment would be enforced if there is reciprocity as to the enforcement of judgments (i.e., the relevant foreign court would enforce a judgment of a Chilean court under comparable circumstances), (C) if the judgment has been rendered by the courts of a country w...
Consent to Jurisdiction; Appointment of Agent for Service of Process. (a) This Agreement shall be construed and enforced in accordance with, and the rights and obligations of the parties hereto shall be governed by, the laws of the State of Delaware, without giving effect to the conflicts of law principles thereof.
(b) Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Delaware and the United States of America located in the County of New Castle for any action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any action or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 8.9 shall be effective service of process for any action or proceeding brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action or proceeding arising out of this Agreement or the transactions contemplated hereby in the courts of the State of Delaware or the United States of America located in the County of New Castle, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
(c) Not later than five days after the date hereof, each Holder shall provide notice to the other parties of a person or entity reasonably satisfactory to the Company who or which has been designated, appointed and empowered by such Holder as its designee, appointee and agent to receive and accept for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against such Holder in any such United States federal or state court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. Each Holder futher agrees that, if it fails to give such CUSIP No. 00000X000 Schedule 13D Page 51 of 55 notice timely, then unless and until such notice is provided, service on Corporation Trust Company, with offices currently at ...
Consent to Jurisdiction; Appointment of Agent for Service of Process. (a) The Issuer and each Guarantor, jointly and severally, agrees that any suit, action or proceeding against the Issuer or any Guarantor arising out of or relating to this Indenture, the Notes and the Notes Guarantees may be instituted in any state or U.S. Federal court in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, and any appellate court from any thereof, and the Issuer and each Guarantor irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Issuer and each Guarantor irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture, the Notes and the Notes Guarantees, including such actions, suits or proceedings relating to the securities laws of the U.S. or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or relevant Guarantor and may be enforced in any court to the jurisdiction of which the Issuer or relevant Guarantor is subject by a suit upon such judgment; provided that service of process is effected upon the Issuer or relevant Guarantor in the manner provided by this Section 12.17.
(b) The Issuer and each Guarantor hereby consents to service of process by mail at the address to which notices are to be given to it pursuant to Section 12.02.
Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company has the power to submit, and pursuant to this Agreement has legally, validly, effectively and irrevocably submitted to the personal jurisdiction of any federal or state court in the State of New York, County of New York, and has the power to designate, appoint and empower, and pursuant to this Agreement has legally, validly, effectively and irrevocably designated, appointed and empowered an agent for service of process in any suit or proceeding based on or arising under this Agreement in any federal or state court in the State of New York, County of New York, as provided in Section 15.
Consent to Jurisdiction; Appointment of Agent for Service of Process. The Indemnitee pursuant to this Agreement has legally, validly, effectively and irrevocably submitted to the personal jurisdiction of any federal or state court in the State of New York, County of New York, and pursuant to this Agreement has legally, validly and effectively designated, appointed and empowered, an agent for service of process in any suit of proceeding based on or arising under this Agreement in any federal or state court in the State of New York, County of New York.
Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company has the power to submit, and pursuant to this Agreement has legally, validly, effectively and irrevocably submitted to the personal jurisdiction of any federal or state court in the State of New York, County of New York, and has the power to designate, appoint and empower, and pursuant to this Agreement and the Deposit Agreement has legally, validly and effectively designated, appointed and empowered, the Company’s Miami Office (or its successors) as its agent for service of process in any suit or proceeding based on or arising under this Agreement, and the Deposit Agreement in any federal or state court in the State of New York, County of New York, as provided in Section 16 of this Agreement.
Consent to Jurisdiction; Appointment of Agent for Service of Process. THE PARTIES HERETO HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY THE SOUTHERN DISTRICT OF THE STATE OF NEW YORK AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS TO THE EXTENT SUCH ACTIONS OR PROCEEDINGS ARE JUSTICIABLE IN SUCH FORUM. THE PARTIES HERETO EACH ACCEPT FOR ITSELF AND IN CONNECTION WITH ITS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE TO BE BOUND BY ANY NONAPPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HEREBY DESIGNATES, APPOINTS AND EMPOWERS CT CORPORATION SYSTEM, WITH OFFICES CURRENTLY AT ATTN: SERVICE OF PROCESS DEPARTMENT, 000 XXXXXX XXX, 00XX XXXXX, XXX XXXX, XXX XXXX, 00000, AS ITS LAWFUL AGENT TO RECEIVE FOR AND ON ITS BEHALF SERVICE OF PROCESS IN THE STATE OF NEW YORK IN ANY SUCH ACTION OR PROCEEDING. EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUTSIDE THE TERRITORIAL JURISDICTION OF SAID COURTS IN ANY SUCH ACTION OR PROCEEDING BY MAILING COPIES THEREOF BY REGISTERED UNITED STATES MAIL, POSTAGE PREPAID, TO ITS ADDRESS AS SPECIFIED IN OR PURSUANT TO SECTION 10.6. THE PARTIES AGREE TO A WAIVER OF SERVICE UNDER RULE 4 OF THE FEDERAL RULES OF CIVIL PROCEDURE.
Consent to Jurisdiction; Appointment of Agent for Service of Process. (a) The Company, BAC and Old Iusacell, by the execution and delivery of this Agreement, irrevocably agree that service of process may be made upon CT Corporation Services ("CT CORPORATION"), with offices at 111 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xx its successors as agent for service of process), in the County, City and State of New York, United States of America, in any suit or proceeding against the Company, BAC or Old Iusacell instituted by any Holder entitled to indemnification or contribution under Sections 6 or 7 hereunder, based on or arising under this Agreement and the transactions contemplated hereby in any federal or state court in the State of New York, County of New York, and each of the Company, BAC, Old Iusacell and the Initial Purchasers hereby irrevocably consents and submits to the jurisdiction of any such court and to the courts of its own corporate domicile in respect of actions brought against it as a defendant generally and unconditionally in respect of any such suit or proceeding.
(b) Each of the Company, BAC and Old Iusacell further, by the execution and delivery of this Agreement, irrevocably designates, appoints and empowers CT Corporation, with offices at 111 Xxxxxx Xxxxxx, Xxx Xxxx, Xxw
